WARRANT PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into as
of the 13th day of March, 1997, by and among America West
Airlines, Inc., a Delaware corporation ("AWA") and TPG Partners,
L.P., a Texas limited partnership ("Warrant Holder').
W I T N E S S E T H:
WHEREAS, the Warrant Holder holds 1,584,915 warrants
(collectively, the "Warrants" and, individually, a "Warrant") to
purchase shares of Class B Common Stock, par Value $.01 per share
of America West Holdings Corporation (the "Common Stock"), which
Warrants were acquired and are held pursuant to the terms of
those certain Warrant Certificates dated August 25, 1994 issued
in the name of Warrant Holder, and governed by the terms of that
certain Warrant Agreement dated as of August 25, 1994, as amended
by the Supplemental Warrant Agreement dated as of December 31,
1996 between AWA and Xxxxxx Trust and Savings Bank of California,
as Warrant Agent;
WHEREAS, AWA desires to purchase all of the Warrants
held by Warrant Holder, and Warrant Holder desires to sell such
Warrants to AWA;
NOW, THEREFORE, in consideration of the promises and
of the mutual promises and agreements contained herein, the
parties hereto, intending to be legally bound, do hereby agree as
follows:
Section 1. Closing.
The Closing (the "Closing") of the transaction
contemplated hereby shall occur on March 19, 1997, at 10:00 a.m.
at the offices of AWA in Phoenix, Arizona, or at such other place
or such other date or time as all of the parties may agree.
Section 2. Actions at Closing.
At the closing, the Warrant Holder shall sell,
transfer, convey and deliver to AWA all of such Warrant Holder's
right, title and interest in and to the Warrants, and AWA shall
acquire the Warrants. Such transfer shall be effected by the
execution by the Warrant Holder of an assignment in the form
contemplated by Warrants and delivery of the original
certificates for the Warrants. At the Closing, AWA shall pay to
the Warrant Holder an amount per Warrant equal to US$6.98 per
Warrant ("Purchase Price"). The aggregate Purchase Price in the
amount of US$11,062,706 (eleven million sixty-two thousand seven
hundred six United States dollars) shall be paid to Warrant
Holder by wire transfer of same day funds to an account of
Warrant Holder designated prior to Closing.
Section 3. Representations.
The Warrant Holder represents and warrants to AWA that it
beneficially holds on the date hereof, and will hold at the Closing,
the Warrants free and clear of any lien, charge or encumbrance whatsoever.
Warrant Holder represents and warrants to AWA that the execution,
delivery and performance of this Agreement by Warrant Holder has
been duly authorized by all necessary corporate action on its
part and are within its corporate power. AWA represents and
warrants to the Warrant Holder that the execution, delivery and
performance of this Agreement by AWA has been duly authorized by
all necessary corporate action on its part and are within its
corporate power. Each representation made in this Section 3 shall
be deemed to be made again at and as of the Closing.
Section 4. Miscellaneous.
(a) Notices. Any notice or other communication given
in connection with this Agreement shall be in writing and shall
be deemed to have been given when delivered by hand or when
deposited in the mail, certified or registered, return receipt
requested, postage prepaid, properly addressed to the person to
whom such notice or other communication is intended to be given,
at the address indicated next to its signature below.
(b) Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together with shall
constitute and be the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President - Legal Affairs
Address: 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its General Partner
By: TPG Advisors, Inc., its General Partner
By: /s/ Xxxxx X. X'Xxxxx
----------------------------
Title: Vice President
Address: TPG GenPar, L.P.,
000 Xxxx Xxxxxx, Xxxxx 0000,
Xxxx Xxxxx, Xxxxx 00000
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